Website Terms of Use

Effective Date: March 1, 2017

IMPORTANT, PLEASE READ THESE WEBSITE TERMS OF USE CAREFULLY.

Welcome to www.getedenhealth.com (the “Site”). Eden Health, Inc. and its Eden Health Medical, P.C. (collectively “the Companies”, “we”, “our” or “us”) provide this Site for your personal use conditioned on your acceptance of these Website Terms of Use. By accessing and using this Site, you are agreeing to these Website Terms of Use. If you do not agree to these Website Terms of Use, please leave this Site.

THESE TERMS OF USE REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS, AND INCLUDE A CLASS ACTION WAIVER. THESE TERMS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

We reserve the right to change these Website Terms of Use, in our sole discretion, at any time. If we do so, we will let you know either by posting the modified Website Terms of Use on the Site or through other communications. By continuing to use this Site after such changes are posted, you agree to be bound by the changes. Because our Site features are evolving over time, we may change or discontinue all or any part of the Site, at any time and without notice, at our sole discretion.

Please also review our Privacy Policy because it contains important information regarding the collection, the use, the ability to disclose and the protection of information that you provide to us via the Site. Agreement to these Website Terms of Use includes agreement to our Privacy Policy, which is incorporated by reference as though fully set forth herein. The Terms of Service sets forth the terms of service which may apply if you wish to make use of the Eden Health service (the “Service”).

Areas of this Site may have different terms or other disclaimers found on pages, applications, or programs. If there is a conflict between these Website Terms of Use and the terms or disclaimer posted for a specific area of this Site, the terms or disclaimer posted for that specific area of this Site shall have precedence with respect to your use of that area of this Site to the extent that they conflict with or add to these Website Terms of Use. If there is a conflict between the Website Terms of Use and the Privacy Policy, the Privacy Policy shall have precedence with respect to the subject matter covered by it. If there is a conflict between the Website Terms of Use and the Terms of Service, the Terms of Service shall have precedence with respect to the conflicting term. English is the only language applicable to these Website Terms of Use.

Medical Warning

This Site has been created by the Companies to provide information about health care and is for general informational purposes regarding health care that should never be construed as specific instructions for individual patients. Nothing on this Site is intended to substitute for proper medical advice, diagnosis, or treatment. This Site is not intended and must not be interpreted as the rendering of medical, nursing, or professional health care advice or services, or the practice of medicine, nursing, or professional health care in any jurisdiction.

Permitted Use of this Site

You may use this Site only if you are 18 years or older and solely for your own personal, non-commercial use. Subject to your compliance with these Website Terms of Use, the Companies grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view, download and print the Content (defined below) solely in connection with your permitted use of the Site and solely for your personal and non-commercial purposes. Your use of this Site must be in accordance with all applicable laws. You acknowledge that you do not acquire any ownership rights in this Site or any Content.

Restrictions on Access to and Use of this Site

We do not allow unauthorized access (i.e. hacking) into this Site. The use of deep-links, page scrapes, web crawlers, web robots, bots, worms, or other such devices, or programs, algorithms or methodologies which do the same things in connection with this Site is prohibited.

We reserve all rights in this Site and its Content not granted to you. Without limiting the foregoing, except as permitted above, you may not: • modify, mirror, frame, publish, reproduce, duplicate, translate, recreate, upload, download, post, display, perform, transmit, distribute, assign, license, lease, transfer, sell, use to create derivative works or otherwise exploit this Site or the Content of this Site (in whole or in part) for any purpose. Your use of this Site does not give you any right to use any of the logos, trademarks, service marks, or other indicators of origin appearing on this Site; • use the Site or Content (including the User Submissions (as defined herein)), or any portion thereof, for any commercial purpose or for the benefit of any third party; • access, tamper with, or use non-public areas of the Site, the Companies’ computer systems, or the technical delivery systems of the Companies’ providers; • interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, sending a virus, overloading, flooding, spamming or mail-bombing through the Site; and • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or Content.

Any use of this Site or its Content, in whole or in part, not expressly permitted by these Website Terms of Use is a breach of these Website Terms of Use and may violate copyright, trademark, and other laws.

Copyrights, Trademarks and Other Proprietary Rights

You understand that Eden Health and its licensors retain all ownership rights in this Site (including all Content). All trademarks, service marks and trade names are owned by Eden Health or other respective owners.

The entire content of this Site, including, but not limited to, text, design, software, photography, video, graphics, sound and information (collectively, the “Content”) and the selection, coordination, arrangement, and enhancement thereof and this Site, are protected under the copyright laws of the United States (“US”), international treaties and other intellectual property laws (including without limitation the copyright in the selection, coordination, arrangement and enhancement of all Content).

This Site may contain or reference patents, technologies, products, or other proprietary rights of Eden Health, its third party vendors and other third parties. Nothing on this Site should be construed as conferring by implication, estoppel or otherwise any license or right under any trademarks, copyrights, patents, technologies, products, or other proprietary rights of Eden Health, any of its third party vendors or other third parties.

User Submissions

Except as otherwise provided in our Privacy Policy and except as otherwise covered under the Terms of Service, please note that any material, information, ideas, concepts, know-how, techniques, or other communication you transmit to us by any means, (other than personal health information submitted by you to us, which shall be governed by the Terms of Service) (“User Submissions”) will be deemed non-confidential and non-proprietary. We will have no obligations with respect to User Submissions. By making any User Submissions available through the Site, you hereby grant us a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, disclose, distribute, incorporate, modify, publicly display, publicly perform and create derivative works based upon your User Submissions and all data, images, sounds, text, and other things embodied therein only in connection with operating and providing the Site to you.

You are solely responsible for all User Submissions. You represent and warrant that you own all your User Submissions or you have all rights that are necessary to grant us the license rights in your User Submissions under these Website Terms of Use. You also represent and warrant that neither your User Submissions, nor your use and provision of your User Submissions to be made available through the Site, nor any use of your User Submissions by us on or through the Site will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Copyright Policy

The Companies respect copyright law and expect their users to do the same. It is the Companies’ policy to terminate in appropriate circumstances Users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site, the App or the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: your full name, an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Site, the App or the Service, including at a minimum, if applicable, the URL of the link shown on the Site, the App or the Service where such material may be found; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use); and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf or the owner of an exclusive right under the copyright that is allegedly infringed. The Companies’ Copyright Agent for notice of claims of copyright infringement can be reached as follows: Copyright Agent, Eden Health, 108 Reade Street Suite 4F, New York, New York 10013.

Feedback

We welcome feedback, comments and suggestions for improvements to the Site (“Feedback”). You can submit Feedback by emailing us at feedback@getedenhealth.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE AND CONTENT (INCLUDING USER SUBMISSIONS) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, AND THE COMPANIES AND APPLICABLE LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. YOUR USE OF THIS SITE IS SOLELY AT YOUR OWN RISK. FURTHERMORE, THE COMPANIES AND APPLICABLE LICENSORS DO NOT WARRANT THAT THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE. ANY MATERIAL OBTAINED THROUGH THE USE OF THIS SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY SUCH MATERIAL. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.

The Companies control this Site from offices within the US, and your data is stored by third-party providers in the US. The Companies make no representation that this Site is appropriate, or is available for use outside the US. Access to and use of this Site where the Content or access or use of this Site is illegal is prohibited. Those who choose to access and use this Site from outside the US do so on their own initiative, at their own risk, and are responsible for compliance with applicable laws.

Exclusive Remedy

If you are dissatisfied with this Site (including without limitation these Website Terms of Use), your sole and exclusive remedy is to leave this Site.

LIMITATIONS ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANIES NOR APPLICABLE LICENSORS WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF, OR INABILITY TO USE, THIS SITE OR CONTENT OR ANY SITE OR CONTENT LINKED FROM THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED IN CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES. YOU MAY HAVE OTHER RIGHTS UNDER THE TERMS OF SERVICE IF THEY APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify and hold the Companies, their subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, demands, costs or expenses including, without limitation, reasonable attorney's fees, made by any third party due to or arising out of your use of the Site in violation of these Website Terms of Use and/or arising from a breach of these Website Terms of Use.

Dispute Resolution

Governing Law

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

Agreement to Arbitrate

You and the Companies agree that any dispute, claim or controversy arising out of or relating to these Website Terms of Use or the breach, termination, enforcement, interpretation or validity thereof or the use of the Service (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide the Companies with written notice of your desire to do so by email or regular mail at admin@getedenhealth.com or Eden Health, 108 Reade Street Suite 4F, New York, New York 10013 within thirty (30) days following the date you first accept these Website Terms of Use (such notice, an “Arbitration Opt-out Notice”). If you don’t provide the Companies with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide the Companies with an Arbitration Opt-out Notice, will be the state and federal courts located in the Southern District of New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide the Companies with an Arbitration Opt-out Notice, you acknowledge and agree that you and the Companies are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.

Further, unless both you and the Companies otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Website Terms of Use.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and a separate form for Demand for Arbitration for California residents. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and the Companies otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and the Companies submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. The Companies will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, the Companies will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding anything to the contrary in these Website Terms of Use, if the Companies change this “Dispute Resolution” section after the date you first accepted these Website Terms of Use (or accepted any subsequent changes to these Website Terms of Use), you may reject any such change by sending us written notice (including by email to admin@getedenhealth.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of the Companies’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and the Companies in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Website Terms of Use (or accepted any subsequent changes to these Website Terms of Use).

Links to or from Third Party Web Sites

In an attempt to provide increased value to the visitors to our Site, this Site may contain links to other sites on the Internet that are owned and operated by third parties (each a “Linked Site”). Such links are provided solely for your convenience as pointers to information that may be useful to you. We are not responsible for the Content, advertising, products, services or other materials made available on or through any Linked Site or for your use of them. Linked Sites are likely to have their own terms of use, and you are responsible for reading them to ensure your own compliance. The Companies shall not be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused in connection with a Linked Site.

We do not endorse and are not responsible for the information and security practices or privacy policies of web sites operated by others that may be linked to or from this Site. No web sites that link to this Site may frame or otherwise incorporate the Content on this Site.

Termination

We may terminate your access to and use to the Site, at our sole discretion, at any time and without any notice to you.

Waiver and Severability

The failure of the Companies to exercise or enforce any right or provision of these Website Terms of Use shall not constitute a waiver of such right or provision. If for any reason a court of competent jurisdiction or an arbitrator finds any provision of these Website Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Website Terms of Use will remain in full force and effect.

Assignment

You may not assign or transfer these Website Terms of Use, by operation of law or otherwise, without the Companies’ prior written consent. Any attempt by you to assign or transfer these Website Terms of Use, without such consent, will be null. The Companies may freely assign or transfer these Website Terms of Use without restriction. Subject to the foregoing, these Website Terms of Use will bind and insure to the benefit of the parties, their successor and permitted assigns.

Violations

Please report any violations of these Website Terms of Use to admin@edenhealth.com.